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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): FEBRUARY 23, 2005
BUILDING MATERIALS CORPORATION OF AMERICA
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
33-81808 22-3276290
(Commission File Number) (IRS Employer Identification Number)
1361 ALPS ROAD
WAYNE, NEW JERSEY 07470
(Address of Principal Executive Offices) (Zip Code)
(973) 628-3000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ADDITIONAL REGISTRANTS
Address, including zip
State or other code and telephone
jurisdiction number, including area
Exact name of registrant of incorporation or Registration No./I.R.S. code, of registrant's
as specified in its charter organization Employer Identification No. principal executive offices
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Building Materials Delaware 333-69749-01/ 1361 Alps Road
Manufacturing Corporation 22-3626208 Wayne, NJ 07470
(973) 628-3000
Building Materials Delaware 333-69749-02/ 300 Delaware Avenue
Investment Corporation 22-3626206 Suite 303
Wilmington, DE 19801
(302) 427-5960
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 23, 2005, Building Materials Corporation of America ("BMCA"
or the "Company") issued a news release announcing its earnings for the fourth
quarter and fiscal year ended December 31, 2004. A copy of the news release is
furnished herewith as Exhibit 99.1.
The news release contains information regarding non-GAAP financial
measures. As used herein, "GAAP" refers to U.S. generally accepted accounting
principles. The Company uses non-GAAP financial measures to eliminate the effect
of certain other operating gains and charges on reported operating income. The
non-GAAP financial measures are provided to assist the reader in better
understanding our operational performance. The non-GAAP financial measures
included in our news release have been reconciled to the most directly
comparable GAAP financial measure as is required under Regulation G regarding
the use of such financial measures. These non-GAAP measures should be considered
in addition to, and not as a substitute, or superior to, operating income or
other measures of financial performance in accordance with generally accepted
accounting principles.
This information is being furnished to the Commission and is not
"filed" pursuant to Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and is not incorporated by reference in any filing
under the Securities Act of 1933, as amended or the Exchange Act, except as
shall be set forth by specific reference in such a filing. Additionally, the
submission of this report on Form 8-K is not an admission as to the materiality
of any information in this report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 News release issued February 23, 2005 regarding results of
operations for the fourth quarter and fiscal year ended
December 31, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BUILDING MATERIALS CORPORATION OF AMERICA
BUILDING MATERIALS INVESTMENT CORPORATION
BUILDING MATERIALS MANUFACTURING CORPORATION
Dated: February 24, 2005 By /s/ John F. Rebele
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Name: John F. Rebele
Title: Senior Vice President and
Chief Financial Officer
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